SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 1997
FIRST BANK SYSTEM, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6880 41-0255900
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(State or Other Jurisdiction (Commission (IRS employer
of Incorporation) File Number) Identification No.)
First Bank Place
601 Second Avenue South, Minneapolis, Minnesota 55402-4302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 973-1111
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Not Applicable
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(former name or former address, if changed since last report)
Item 5. Other Events.
The Merger Agreement, the USBC Option Agreement and the FBS
Option Agreement, each as defined in the Current Report on Form
8-K filed by First Bank System, Inc. earlier today, are included
as Exhibits 2, 99.1 and 99.2 hereto, respectively, and are
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
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2 Agreement and Plan of Merger, dated as of March 19, 1997,
by and between U.S. Bancorp and First Bank System, Inc.
99.1 Stock Option Agreement by and between First Bank System, Inc.
and U.S. Bancorp, dated as of March 20, 1997.
99.2 Stock Option Agreement by and between U.S. Bancorp
and First Bank System, Inc., dated as of March 20,
1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: March 20, 1997
FIRST BANK SYSTEM, INC.
(Registrant)
By: /s/ David J. Parrin
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Name: David J. Parrin
Title: Senior Vice President
and Controller
EXHIBIT INDEX
2 Agreement and Plan of Merger, dated as of March 19, 1997, by and
between U.S. Bancorp and First Bank System, Inc.
99.1 Stock Option Agreement by and between First Bank System, Inc.
and U.S. Bancorp, dated as of March 20, 1997.
99.2 Stock Option Agreement by and between U.S. Bancorp and
First Bank System, Inc., dated as of March 20, 1997.